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VOICE OVER: Emily Brayton WRITTEN BY: Nick Spake
Disney, a secret nightmare factory. For this list, we'll be looking at Disney films that made our spines tingle and teeth chatter, sticking with us well into adulthood. Our countdown includes "Hocus Pocus," "Return to Oz," "The Watcher in the Woods," and more!

#10: “Hocus Pocus” (1993)


We remember this Halloween staple of its goofy comedy and bewitching performances, but the setup is much creepier than some might recall. The film opens with a young girl having her life sucked out, a young man being separated from his family as a cat, and the hanging of three witches. And much of this takes place onscreen. While the rest of the film injects plenty of silly moments, the children of Salem remain in peril throughout. As funny as the Sandersons are, they can be genuinely threatening as well. Director Kenny Ortega drapes every scene with an autumn ambiance that screams season of the witch. For every flying vacuum cleaner, there’s a wicked image that’s burned into our subconscious.

#9: “Escape to Witch Mountain” (1975)


This adaptation of Alexander H. Key’s novel is infused with horror royalty. Director John Hough, who previously made “The Legend of Hell House,” brings a similar sense of gothic suspense. It also features a pre-Dr. Loomis Donald Pleasence as an antagonist. The true stars, though, are Kim Richards and Ike Eisenmann as two siblings with a sixth sense in common. With mystery clouding their past, the brother and sister find themselves on a road trip for answers. Although the final destination is admittedly more lighthearted, the buildup possesses some of the eeriest moments in any Disney film. It’s the element of the unknown that supplies the film with such a chilling effect, but the warmth of family pulls us through.

#8: “The Adventures of Ichabod and Mr. Toad” (1949)


This anthology film is something of a slow burn. It opens with the fun and fancy-free “Wind in the Willows” before getting to the more menacing “Legend of Sleepy Hollow.” Even then, this portion takes its time establishing the mood, much like a campfire story. Bing Crosby’s narration is comforting, yet ominous, hinting that something sinister is just around the corner. The segment delivers on the fright with its finale, in which Ichabod Crane comes face to face (kind of) with the Headless Horseman. The climax is a bloodcurdling chase as the Horseman supplies nightmare fuel with his jack-o'-lantern head and diabolical laugh. Voice actor Billy Bletcher also voiced Pete and the Big Bad Wolf, but nothing tops that cackle. We’re getting out of here.

#7: “Snow White and the Seven Dwarfs” (1937)


With the studio’s first feature, Disney sought to prove that animation could do more than make audiences smile. Walt’s crew not only showed that the medium can move us, but it can also be downright horrifying. While not as grim as its source material, Disney’s “Snow White” quickly descends into darkness with the Evil Queen, her hauntingly baritone mirror, and the titular princess’ woodland nightmare. Although the film is balanced with charming, colorful moments, the Queen and her elderly alter ego never fail to trigger goosebumps, ravaging the screen like a poisoned apple. There might be more interesting Disney villains, but the Queen perhaps instills the most terror. She’s definitely featured in her share of bad dreams over the years.

#6: “Something Wicked This Way Comes” (1983)


This is one of the most sophisticatedly dark films that Disney has ever produced, arguably appealing even more to older audiences. Ray Bradbury adapts his own novel with his words beautifully manifesting into atmospheric dread. Director Jack Clayton previously tackled psychological horror in 1961’s “The Innocents.” “Something Wicked” is more of the supernatural variety, but Clayton brings the same gothic ambiance. The performances are effective across the board, especially Jonathan Pryce as the mysterious Mr. Dark. You get the sense that nobody went into this project with the sentiment that they were making a “kids’ movie.” It’s a film that treats its audience like adults, going to places that we honestly never expected to see from Disney. The guillotine, anymore?

#5: “The Black Cauldron” (1985)


Disney has never been a stranger to scary moments, but “The Black Cauldron” marked their first animated feature to attain a PG rating. The movie infamously cut 12 minutes with some of the removed content supposedly being closer to PG-13 territory. While the finished film never goes quite that far, this may be the animation studio’s most consistently gritty film with dire backdrops and fearsome villains, most notably the dreaded Horned King. Occasionally, it almost feels as if we’ve wandered into a Ralph Bakshi fantasy film, making it one of Disney’s riskiest ventures ever. Like several other entries on this list, it might not have been a financial success, but the film’s dark tone was destined to garner a cult following over time.

#4: “The Nightmare Before Christmas” (1993)


Disney rejected Tim Burton’s concept art on “Black Cauldron,” but he’d reteam with the Mouse years later for a film based on his poem. While Burton conceived the wildly imaginative world, director Henry Selick led the production with a crew of stop-motion artists. Every frame of the film is a trick or treat, relishing in spooky locales like Halloween Town. Even the cheerful Christmas Town possesses an edge, although not it’s not as freaky as Jack Skellington’s Sandy Claws. Disney was concerned that the film might be too scary, opting to release it through their Touchstone label. Yet, “Nightmare” not only developed into a holiday classic, but it would pave the way for more collaborations with Burton, such as his feature-length version of “Frankenweenie.”

#3: “The Watcher in the Woods” (1980)


John Hough strikes again in this adaptation of Florence Engel Randall’s novel. Pitching to Ron Miller, producer Tom Leetch said that the film “could be our ‘Exorcist.’” That might sound like an odd fit for Disney, hence why the film wasn’t a monster hit. However, “Watcher in the Woods” fully committed to being a legitimate horror movie, complete with foreboding locations, an unnerving score, and compelling performances from the likes of Bette Davis. Turning the camera into an all-seeing entity, we’d say that cinematographer Alan Hume borrowed from “Evil Dead,” but this film actually debuted first. Certain moments even echo “The Shining,” which also came out after its New York premiere. Underappreciated upon release, it’s a chiller that deserves a second life.

#2: “Return to Oz” (1985)


Whenever Hollywood revisits L. Frank Baum’s “Oz” books, comparisons to the 1939 classic are inevitable. Rather than try to recapture the magic of that musical, “Return to Oz” took a more demented approach. Instead of singing “Over the Rainbow,” the film opens with Dorothy nearly being subjected to electrotherapy. Instead of merrily skipping down the Yellow Brick Road, Dorothy finds herself running from Wheelers, headless princesses, and Claymation horrors. This might’ve been too jarring for audiences at the time. Over the years, though, people came to appreciate the film’s pulse-pounding nature and how different it is from the Judy Garland version. There’s always been a dark edge to this material, and “Return to Oz” went as far as you can go while still being family-friendly.

Before we unveil our top pick, here are a few honorable mentions.

“Fantasia” (1940)
Demons & Dinosaurs in D Minor

“Don’t Look Under the Bed” (1999)
We Definitely Slept on the Couch with the Lights On After Watching This

“Mr. Boogedy” (1986)
Freddy & Jason Got Nothin’ on the Boogedy Man

“Halloweentown II: Kalabar’s Revenge” (2001)
“The Empire Strikes Back” of “Halloweentown” Movies

“Tower of Terror” (1997)
Every Bit As Thrilling as the Ride

#1: “Pinocchio” (1940)


When you wish upon a star, your dreams come true… but you might have to work through a few nightmares first. Disney’s “Pinocchio” might not be the darkest adaptation of Carlo Collodi’s novel, which is pretty hardcore in its own right. Yet, no version possesses as many standout scary moments. While much of the film is vibrant and delightful, this makes it all the more scarring when Stromboli threatens Pinocchio or Monstro attempts to feast upon our heroes. Of course, the scene that sticks with us the most is Lampwick’s transformation, which is right out of a David Cronenberg movie. There may be a happy ending for Pinocchio, but Lampwick’s fate reminds us that actions sometimes have irreversible consequences.

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